DESCRIPTION OF CAPITAL STOCK
General
The following description
summarizes the most important terms of our capital stock as set forth in our amended and restated certificate of incorporation and amended and restated bylaws. This summary does not purport to be complete and is qualified in its entirety by the
provisions of our amended and restated certificate of incorporation and amended and restated bylaws. For a complete description of our capital stock, you should refer to our amended and restated certificate of incorporation, amended and restated
bylaws and third amended and restated investors rights agreement, that are filed as exhibits to the registration statement relating to our initial public offering, and to the applicable provisions of Delaware law. Our authorized capital stock
consists of 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of undesignated preferred stock, $0.001 par value per share.
Common Stock
Outstanding Shares
As of June 30, 2018, there were 30,630,125 shares of common stock outstanding. Our board of directors is authorized, without
stockholder approval, to issue additional shares of our capital stock.
As of June 30, 2018, there were 5,146,089 shares of common
stock subject to outstanding options.
Dividend Rights and Policy
Subject to preferences that may be applicable to any then outstanding convertible preferred stock, holders of our common stock are entitled to
receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
We have never
declared or paid cash dividends on any of our capital stock. We currently intend to retain all available funds and any future earnings, if any, for the operation and expansion of our business and, therefore, we do not anticipate declaring or paying
cash dividends in the foreseeable future. In addition, we may become subject to covenants under future debt arrangements that place restrictions on our ability to pay dividends. The payment of dividends, if any, will be at the discretion of our
board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that
our board of directors may deem relevant.
Voting Rights
Pursuant to our amended and restated certificate of incorporation, each holder of our common stock is entitled to one vote for each share on
all matters submitted to a vote of stockholders; provided, however, that, except as otherwise required by law, holders of our common stock, as such, shall not be entitled to vote on any amendment to our amended and restated certificate of
incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon
pursuant to our amended and restated certificate of incorporation. Pursuant to our amended and restated certificate of incorporation and amended and restated bylaws, corporate actions can generally be taken by a majority of our board and/or
stockholders holding a majority of our outstanding shares, except as otherwise indicated in the section entitled Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws, where certain amendments to our
amended and restated certificate of incorporation and amended and restated bylaws require the vote of at least
two-thirds
of our then outstanding voting securities. Additionally, our stockholders do not have
cumulative voting rights in the election of directors. Accordingly, holders of a plurality of the votes cast at a meeting of stockholders will be able to elect all of the directors then standing for election.
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